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HomeMy WebLinkAboutFresno Metro Black Chamber of Commerce Foundation - Agrmt - 11-4-2022uuuuolylI CIIVCI0pC IU. CzlL I4r4/-I4L V-4 L1Cr-OD/D-CC:1JC.7/400J/ GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND FRESNO METRO BLACK CHAMBER OF COMMERCE FOUNDATION REGARDING FUNDING UNDER THE AMERICAN RESCUE PLAN ACT FOR BETTING BIG ON BIPOC BUSINESS PROGRAM THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective upon execution by both parties on 11/4/2022 , by and between the CITY OF FRESNO (the CITY), and FRESNO METRO BLACK CHAMBER OF COMMERCE FOUNDATION (GRANTEE), to provide funding for grants to support small businesses and job retention for minority owned businesses in the City of Fresno. RECITALS WHEREAS, the COVID-19 pandemic created a debilitating burden on minority owned smalls businesses in the City of Fresno; and WHEREAS, the City desires to provide funds to assist GRANTEE to provide grants and entrepreneur education to support small minority owned businesses providing them with resource to not only aid in their economic recovery, but to further develop and grow their business; and WHEREAS, GRANTEE represents it desires to and is professionally and legally capable of immediately providing grants and entrepreneur education for small minority - owned businesses as a part of the Betting Big on BIPOC Small Businesses Program in the City of Fresno; and WHEREAS, GRANTEE acknowledges that grant funds being provided under this Agreement will be derived from the City's allocation under the American Rescue Plan Act (Pub.L. 117-2) (hereinafter "ARPA"), and is subject to any constraints set forth therein including but not limited to, the Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) Final Rule (31 CFR Part 35); and WHEREAS, this Agreement will be administered for the City by its City Manager or its designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. GRANTEE shall perform to the satisfaction of the CITY the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. 2. Grant Amount. City shall provide GRANTEE the amount of $715,000.00 for the services described in Exhibit A. One-half of the grant amount shall be distributed once the contract is fully executed, with the other half being distributed after successful completion of a performance review. 3. Term of Agreement and Time for Performance. This Agreement shall be effective from the Effective Date through one calendar year, subject to earlier termination Page 1 of 23 LIUUUJIY1I CI IVulupC ILI. CyG IYr4/- '+Gl.,-'#UCr-DDf D-CCUJC:7/'#OOUI in accordance with this Agreement. The services as described in Exhibit A are to commence upon the Effective Date and shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. 4. Amendment to Increase or Decrease Scope of Services: The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification may include an adjustment to GRANTEE's compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. GRANTEE shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 5. Termination, Remedies and Force Majeure. (a) This Agreement shall terminate without any liability of the City or to GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against GRANTEE; (ii) seven calendar days prior written notice with or without cause by the City to GRANTEE; (iii) the City's non -appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, GRANTEE shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of GRANTEE that are owned by the City. Subject to the terms of this Agreement, GRANTEE shall be paid compensation for services satisfactorily performed prior to the effective date of termination. GRANTEE shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of GRANTEE to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City's damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the GRANTEE, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the GRANTEE, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic, and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) GRANTEE shall provide the City with adequate written assurances of future performance, upon the Administrator's request, in the event GRANTEE fails to comply with any terms or conditions of this Agreement. Page 2 of 23 LIUUUJIY II CI IVtNupt:IL/. C:7Z I4r41- I4LL.-4LlCr-ODI D-C )Or-7I 4OOL)f (f) GRANTEE shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of GRANTEE and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. GRANTEE shall notify the City in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Administrator of the cessation of such occurrence. 6. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by GRANTEE pursuant to this Agreement shall not be made available to any individual or organization by GRANTEE without the prior written approval of the City. During the term of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term "Confidential Information" for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes, and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all writings and documents prepared or provided by GRANTEE pursuant to this Agreement, including without limitation grant applications and supporting documents, are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. Copies of grant applications and supporting documents shall be promptly provided to City during the term of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 6. (d) This Section 6 shall survive expiration or termination of this Agreement. 7. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as GRANTEE represents to the City that GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the GRANTEE and any subcontractors to do and perform such services in a skillful manner and the GRANTEE agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of GRANTEE or any subcontractors from said professional standards. 8. Indemnification. Page 3 of 23 UUUUOIIy.II CI IVCIUpC IU. CV4I+r--+!-I-+e%,-4UCr-DDI D-CCOOCV I -+OOU! To the furthest extent allowed by law, GRANTEE shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of GRANTEE, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Notwithstanding the aforementioned, GRANTEE recognizes that the source of funds for the grant to be provided hereunder is the City's allocation from the ARPA To this end GRANTEE shall, without limitation, indemnify the City, and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages incurred by the City from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of GRANTEE or any of its officers, officials, employees, agents, or volunteers in the performance of this Agreement and compliance with ARPA. This section shall survive termination or expiration of this Agreement. 9. Insurance. GRANTEE shall comply with all of the insurance requirements in Exhibit B to this Agreement. 10. Conflict of Interest and Non -Solicitation. (a) Prior to the City's execution of this Agreement, GRANTEE shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) GRANTEE shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the Page 4 of 23 UUUUJIyiI CI I VCIUpt: IU. CULII D-CCUJGU1-+00U1 appearance of a conflict of interest, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) GRANTEE represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither GRANTEE, nor any of GRANTEE subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, GRANTEE shall remain responsible for complying with Section 10(b), above. (f) If GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 10 in each subcontract and require its subcontractors to comply therewith. (g) This Section 10 shall survive expiration or termination of this Agreement. 11. ARPA Compliance and Certification. GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements: GRANTEE shall provide the City with quarterly expenditure and performance reports, as defined in the Final Rule and Treasury Department's SLFRF Compliance and Reporting Guidance (CRG). GRANTEE shall also provide an annual report as required under the CRG. These reports shall be in a form specified under the CRG and shall be accompanied by invoices and receipts that substantiate the figures on the expenditure report. Additionally, a certification signed by the Chief Executive or designee of GRANTEE certifying that the uses of the grant funds are consistent with those allowed under ARPA, shall be included with the expenditure report and substantiating documentation. As required by the 2 CFR Part 170, Appendix A award term regarding reporting subaward and executive compensation, recipients must also report the names and total compensation of their five most highly compensated executives and their subrecipients' executives for the preceding completed fiscal year if (1) the recipient received 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Page 5 of 23 UUUUO1y1I CI IVWUP", IU. C:74 I'Fr'#/-1.44l.-HUCr-DD I D-CCJJCZ7/TOOL)/ Transparency Act, as defined at 2 CFR 170.320 (and subawards), and received $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act (and subawards), and (2) if the information is not otherwise public. If the GRANTEE is already disclosing this information as part of another agreement involving Federal monies, GRANTEE shall provide documentation to the City that it is fulfilling this requirement. GRANTEE's failure to provide a Certification, or provide either the quarterly or annual expenditure/performance reports may be considered a default of this Agreement under Section 5 of this agreement. If GRANTEE is found to have provided services to ineligible individual, households, or entities or made an ineligible expenditure, CITY shall have the right to reclaim a dollar amount from the GRANTEE that is equal to the amount determined to be ineligible. 12. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the City Manager or designee. (b) The City is required under 2 CFR 200.332 to manage and monitor subrecipient compliance with ARPA guidance. Accordingly, GRANTEE agrees to permit City staff to conduct one performance review during the term of this agreement. City has the right to conduct additional performance reviews both during the term of this agreement and after the agreement's term should the City believe these reviews are necessary. Records of GRANTEE expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. Records related to GRANTEE's performance metrics shall be made available and retained for the same time periods as the Project's expense data. GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA. If GRANTEE fails to provide City staff access or documentation necessary to conduct a City -requested performance review, City may terminate this Agreement in accordance with Section 5. In addition, all books, documents, papers, and records of GRANTEE pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit, or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 12(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, GRANTEE shall have provided evidence to the City that GRANTEE is licensed to perform the services called for by this Agreement (or that no license is required). If GRANTEE should Page 6 of 23 IJUI:U01yJ I CI IVCIUptC I V. C.7L 1 Nr'i / -I I+/k,-'#L r-r-DO / O-CCJJCU I -tOOJ / subcontract all or any portion of the work or services to be performed under this Agreement, GRANTEE shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. (d) Prior to execution of this Agreement by the City, GRANTEE will permit City staff to conduct a subrecipient risk assessment, as required under the Uniform Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk assessment may result in the City terminating this Agreement in accordance with Section 5. Additionally, the GRANTEE's failure to be certified by City staff at the end of the risk assessment as having adequate internal controls to manage the funding provided in this agreement may result in the City terminating this Agreement in accordance with Section 5. 13. Nondiscrimination. To the extent required by controlling federal, state, and local law, GRANTEE shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, GRANTEE agrees as follows: (a) GRANTEE will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) GRANTEE will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. GRANTEE shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Such requirement shall apply to GRANTEE's employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. GRANTEE agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) GRANTEE will, in all solicitations or advertisements for employees placed by or on behalf of GRANTEE in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital Page 7 of 23 UUI:U01 II CI IV"Iuptl ILI. C5G I'ir'i/-I'}Ll..-4 L1Cr-COI O-CCUJC:7/4000/ status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. (d) GRANTEE will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the GRANTEE's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 13. 14. Independent Contractor. (a) In the furnishing of the services provided for herein, GRANTEE is acting solely as an independent contractor. Neither GRANTEE, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which GRANTEE shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that GRANTEE is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between GRANTEE and the City. GRANTEE shall have no authority to bind the City absent the City's express written consent. Except to the extent otherwise provided in this Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, GRANTEE and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. GRANTEE shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare, and retirement benefits. In addition, together with its other obligations under this Agreement, GRANTEE shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of GRANTEE's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers' compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City's employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co -employee rights or other theory. It is acknowledged that during the term of this Agreement, GRANTEE may be providing services to others unrelated to the City or to this Agreement. 15. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return Page 8 of 23 VUl:UJllylI CI IvtlluyC IV. C,7L14r4/-I'4LlJ-'4UCr-DD I 0-=L)0r-V/N00:!/ receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 16. Binding. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 17. Assignment. (a) This Agreement is personal to GRANTEE and there shall be no assignment by GRANTEE of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by GRANTEE, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) GRANTEE hereby agrees not to assign the payment of any monies due GRANTEE from the City under the terms of this Agreement to any other individual(s), corporation(s), or entity(ies). The City retains the right to pay any and all monies due the GRANTEE directly to the GRANTEE. 18. Compliance With Law. In providing the services required under this Agreement, GRANTEE shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the State of California and the City, and all other applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. In addition, GRANTOR elects to receive funds from the Secretary under ARPA and will use the funds in a manner consistent with such section. 19. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 20. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 21. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. 22. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions. Page 9 of 23 LIUUUJIIy.II CI IVttIUFIC IL/. C.7L1'#r4!-I/C-CCJJCy/'i00J/ 23. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 24. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 25. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 26. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 29. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and GRANTEE. [SIGNATURES FOLLOW ON NEXT PAGE] Page 10 of 23 LIUUU'DlylI CI IVCIUFIC IU. CvL 1.+r--+/- /D-CF-UOM I-F000I IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written. CITY OF FRESNO, a California municipal corporation FDocuSigned 11/4/2022 by: By: _ Georgeanrie A. White Date City Manager, City of Fresno APPROVED AS TO FORM: RINA M. GONZALES Interim DQZb6n8ttorney ByF rp�,r.,1,6r �kh#-V, 11/4/2022 Taylor W. Rhoan Date Deputy City Attorney ATTEST: TODD STERMER, CMC CityIs:r3n 1 by: By: I` [,bw 11/4/2022 _ n v Date Deputy Addresses: CITY: City of Fresno Attention: Courtney Espinoza Grants Management Unit 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-7008 FAX: (559) 457-1541 Fresno Metro Black Chamber of Commerce Foundation, a California Nonprofit Corporation Docu Signed by: U By: , Name: lames Archie Title: soard President (If corporation or LLC., Board Chair, @A'.�eYdPe Pres.) Name: Cassandra D. Little, Ph . D Title: CEO (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Program Contact for Fresno Metro Black Chamber of Commerce Foundation Attention: Dr. Cassandra Little 1600 Fulton Street, Ste 120 Fresno, CA 93721 Phone: (559) 441-7929 X505 Attachments: 1. Exhibit A - Scope of Work, Budget and Metrics 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form Page 11 of 23 LJUUUJIYII CIlvt Ilu a ILJ. CUL I'#r•+/- I VLI,-'4UCr-DDl D-CCJJCy1't0001 EXHIBIT A Scope of Work, Budget and Metrics Executive Summary The Fresno Metro Black Chamber of Commerce (FMBCC) advances the interests of the local Black community through the creation of opportunities, advocacy, business, and economic development. FMBCC provides small business support for entrepreneurs leading to financial responsibility, sustainability, and job growth as a part of our mission to Engage, Educate, and Empower black -owned businesses through technical assistance and capacity building services. FMBCC through its Money Center will be utilizing the funding in the amount of $715,000.00 to assist in small business recovery by making grants available to qualified businesses. This will assist the recovery of our BIPOC and Women Small Businesses will be targeted, but all applicants will be served. The grant will assist businesses that were impacted from the Coronavirus Pandemic. FMBCC will utilize the funds as follows; $142,000.00 in administrative funds to FMBCC and $570,000 for direct grants in support of FMBCC's Betting Big on BIPOC and Women Small Business (ARPA) recovery program. The primary outcomes of the FMBCC Betting Big on BIPOC Small Business Program are to support small businesses and job retention. Small businesses will receive $5,000 or up to $10,000 dollar grants based on their business industry and need. FMBCC will distribute funds to small businesses according to the guidelines set forth by the City of Fresno. The funds can be used for job retention, lease payment, licensing, insurance, purchase of products and equipment. Targeting but not limited to minority -owned businesses including food truck operators, mobile vendors, beauty salons, independent hairstylists, home daycare facilities, janitorial companies, arts and culture organizations, and nonprofit organizations with practical efficiency. Services Description FMBCF will start outreach as soon as the grant is approved. The outreach will begin with our Betting Big cohorts that have completed our Acceleration program and Entrepreneur Training courses. We will have messaging created in Spanish and Hmong. Our Business Resource Partner at the Hmong Chamber will assist with this process. We are also working collaboratively with the Hispanic Chamber to ensure that we address the needs of the Spanish Speaking community. Each Small Business owner will participate in the Betting Big on BIPOC and Women Small Business (ARPA) recovery program. The accelerators' goal is to increase the capacity of the small businesses as well as provide an eco-system of technical assistance that will increase the sustainability of the small businesses. Page 12 of 23 u uuu,DiyiI CIIVCIVy" IU. Cy/- I'#r4/- I'+GI.-4UCr-DD I C-C CJJ Cy!'t OOO They will need to complete at least 8 courses that will consists of the following topics: 1. Entrepreneur Mindset 2. Business Planning 3. Marketing your business 4. Licensing and Permitting: Completing City of Fresno document 5. Marketing Analysis and Planning 6. Financials and Projections 7. Access to Capital and Business Financial Literacy 8. SWOT -Competition Analysis 9. Financial Manage ment-QuickBooks 10.Digital Marketing & Advertising 11.Establishing Online Marketplaces & Payment Systems -Apple Pay, Google pay, PayPal, Strip, Amazon pay etc. As Needed Construction Workshop As Needed Government and Private Procurement Intake Process: After the outreach process each prospective Betting Big on Small Businesses (ARPA) fund recipient will complete an application online. We will also provide hard copies for individuals who may not have or are familiar with online applications. After the participant has completed the Betting Big on Small BIPOC Business Fund Accelerator training, at least 8 workshops, FMBCF will assist the founder by awarding them with the appropriate grant amount, $5000 or up to $10,000. The participant will also be engaged in planning for funding use, and we will provide ongoing technical assistance services to assist the business owner with achieving their identified business goals. Goals and Obiectives 1. Recruit at least 200 Bipoc Small Business owners to complete Betting Big (ARPA) Accelerator. a. Each cohort will have at least 50 participants Page 13 of 23 IJUUUJIIJ. II CI IVUIUPU IU. CUL 1'#r'#!- I' /-V-+L F-F-DDI D-CCJ0CZ7/'f000f 2. Betting Big (ARPA) Accelerator participants will complete Business Plans. a. At least 90% of cohort participants will complete a business plan template 3. Betting Big (ARPA) Accelerator participants will complete Financial Budget. a. 90% of participants will complete a financial budget worksheet. 4. Betting Big (ARPA) Acceleration participants will participate in Technical Assistance services. a. 90% of participants will participate in at least 10 hours of ongoing technical assistance to maintain their business goals. 5. Outreach - FMBCF will facilitate 4 outreach events per funding period. Due to COVID related restrictions social distance methods will be used to meet this deliverable. a. FMBCF will engage in outreach and marketing of the ARPA grant project prior to each cohort period. 6. FMBCF will facilitate a total of 44 workshops and business education trainings during the grant period. a. Each cohort period will have a total of 11 workshops available for the cohort members. (see list of topics above) Program/Project Milestones and Timeline Betting Big Program Application timeline: • August 1, 2022 — Project begins — Outreach and marketing starts for 1st round. 1 st Round: Aug. 1, 2022 — Oct 31, 2022 — at the end of 25% of grant funding spent • November 1, 2022- 2"d round outreach and marketing starts. 2nd Round: Nov. 1, 2022 — Jan. 31, 2023 — at the end 50% of grant funding spent ■ February 1, 2023- 3rd round outreach and marketing starts. 3rd Round: Feb 1, 2023 — Apr. 30, 2023 — at the end 75% of grant funding spent • May 1, 2022- 4th round outreach and marketing starts. 4th Round: May 1, 2023 — July 30, 2023 — at the end 100% of grant funding spent All data will be collected and entered into a database for each applicant. The Program Director and Capital Access Manager will create reports as directed by the City of Fresno in the agreement. Program/Project Metrics Each applicant will complete an application that will gather the following metrics that will be stored in the data base and utilized to complete reports. Page 14 of 23 VJI.UJIyii CIIvt-,iu v IU. CuL I'#r'4!-I'4LliW L1Cr-OD I D-CCJJCU/YOO:JI 1. Business owner name 2. Business name 3. Business city, zip code 4. gender 5. Women owned 6. Veteran owned 7. Race 8. Ethnicity 9. Business concept 10. Business concepts: Direct to Consumer; direct sales; E commerce; peer to peer; Franchise model. 11. Business industry (NAICS) codes 12.ARPA fund amount 13. Business structure: LLC; Sole Proprietor; partnership; B corporation; S corporation; unknown 14. Number of employees; PTE; FTE 15. Participation in technical assistance 16. Business bank account/bank relationship Page 15 of 23 UUUUJIIJ. II GI IVUIUpV IU. CJL 1'#r'#r- IYLI,-'+UCr-DD r D-1=CJ0Cyr'#00Jr Budget Narrative Organization Name: Fresno Metro Black Chamber Commerce Expenditure Category: 2.9 Small Business Economic Assistance (General)' " (pick from list of expenditure caleppries tab) ARPA for Community Based Organizations %W menage Ore gmgraon on beMll of pre organization. This position vdl work wilt pre CEO to comp" all Manager reports, snbmif ma*s, communicak6lrecsy with City staff, ensure to program Is running efticienty and rf5 on5lble foralloro rarnrefaled IN uife9, Assistant Ass;sl the program manager walh all aspects of the program. Provide support will data collection and to Smell Business C�a.us rent be provided is Me amou n>s of S50DD and $110.000 dollars. Smal Dushhesses In to Service. OWdcare and E Commememufttalace mil receive SSD00.00. Back and morlor. Couskuchora bosmesses. IwM over8 emolovees w lI receive SI0.000. 'add additional lines if needed, please ensure calculation are correct Entirely of prgram 11 FFE@ $70,000 Entirety of prg ram 11 FTE@ $56250 entirely of grant 1$570,000 _Total Grant Amount: 715,000,06 Page 16 of 23 L/UUUJIIy. II CI IV WIUPV ILI. CyL D-GCJJCyI'fOOJI Budget Organization Name: Fresno Metro Black Chamber Commerce Expenditure Category: Small Business Economic Assistance (pick from list of expenditure categories tab) ARPA for Community Based Organizations CALCULATED TOTAL: r $ 715,000.00 rs $ Personnel Program Manager $ 70,000.00 1 $ 70,000.00 - Personnel Program Assistant $ 56.250.00 1 $ 56,250.00 Direct Service Grant funding and TA $ 5,000.00 70 $ 350,000.00 Direct Service Grantfunding and TA $ 10,000.00 22 $ 220,000.00 - Administration indirect Costs $ 18.750.00 17 18,750.00 - See the cost categories on Budget Narrative Tab for which cost categories to use. Leverage is not required, however there is an opportunity to add Organization leverage to the program Page 17 of 23 VUI:UJIIY.II CIIVUIUPV IL). C.7GD-CCUJCylHUOU! Reporting Schedule Please see the following reporting deadlines that are required by this grant. All reports will be due on the dates below to the City of Fresno Grants Management Unit. Quarterly Report — will be required on the dates listed below and will include required narrative, program metrics and expenses to date. A quarterly reporting template will be provided. Quarterly reporting will be required if project is operational during the performance period. Annual Report — will be required on the date below and is not dependent on when your project started. An annual reporting template will be provided. Annual reporting will be required if project is operational during the performance period. Performance Period Grant Execution — 12/31 /2022 1 /1 /2023 — 3/31 /2023 4/1 /2023 — 6/30/2023 7/1 /2023 — 9/30/2023 10/1 /2023 — 12/31 /2023 Quarterly Report Due 1 /13/2023 4/14/2023 7/14/2023 10/13/2023 1 /12/2024 Performance Period Annual Report Due Grant Execution — 6/30/2023 7/14/2023 7/1 /2023 — 6/30/2024 7/12/2024 Page 18 of 23 UUUUJIYII CI IVUIUytC IU. CyL I'#r'f I- Y4I.-4UCr-DDI D-CCJO=I 1+0OJI EXHIBIT B Insurance Requirements (a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or designee at any time and in his/her sole discretion. If the GRANTEE is self -insured, the following requirements will outline the responsibility of the self -insured coverage. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY and STATE and each of their officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, GRANTEE fails to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to GRANTEE shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by GRANTEE shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE, vendors, suppliers, invitees, consultants, medical professionals, subcontractors, consultants, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non - owned equipment), products and completed operations, and contractual Page 19 of 23 UUI:UJIIy. II I -I IV CIUFIC IU. C.7L INr'i/-I'FLIT-+UF_F-OD/D-CCUJC.'7/-FOO:1/ liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non -owned automobiles or other licensed vehicles (Code 1- Any Auto). 1 Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to GRANTEE'S profession. MINIMUM LIMITS OF INSURANCE GRANTEE shall procure and maintain for the duration of the contract insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY and STATE and each of their officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. 4. EMPLOYER'S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 5. PROFESSIONAL LIABILITY : (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. Page 20 of 23 uuuuolylI CI IVCIOyC IU. C.7L14r'1/-IYLIJWUCt--DD/D-CCJJCU I '+OOU I UMBRELLA OR EXCESS INSURANCE In the event GRANTEE purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY and STATE and each of their officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF -INSURED RETENTIONS GRANTEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and GRANTEE shall also be responsible for payment of any self -insured retentions. Any self -insured retentions must be declared on the Certificate of Insurance, and approved by, the CITY'S Risk Manager or designee. At the option of the CITY'S Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such self -insured retentions as respects CITY and STATE or any of their officers, officials, employees, agents and volunteers; or (ii) GRANTEE shall provide a financial guarantee, satisfactory to CITY'S Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self -insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty calendar days' written notice has been given to CITY, except ten days for nonpayment of premium. GRANTEE is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits, GRANTEE shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, GRANTEE shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name CITY and STATE and each of their officers, officials, agents, employees and volunteers as an additional insured. GRANTEE shall establish additional insured status for the CITY and STATE for all ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company Page 21 of 23 UuuuoiI,. I I m I VCmpt; iu. CuL I V rV / - I I D-CCJJCy / 400:) f endorsements providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that the GRANTEE'S insurance shall be primary to and require no contribution from the CITY or STATE. The Commercial General Liability policy is required to include primary and non-contributory coverage in favor of the CITY and STATE for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to CITY and STATE and each of their officers, officials, employees, agents and volunteers. If GRANTEE maintains higher limits of liability than the minimums shown above, CITY and STATE requires and shall be entitled to coverage for the higher limits of liability maintained by GRANTEE. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vi) For any claims related to this Agreement, GRANTEE'S insurance coverage shall be primary insurance with respect to the CITY and STATE and each of their officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the CITY and STATE and each of their officers, officials, agents, employees and volunteers shall be excess of the GRANTEE'S insurance and shall not contribute with it. (vii) The Workers' Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers. (viii) The Commercial General and Automobile Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers. If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims - made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by GRANTEE. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by GRANTEE, GRANTEE Page 22 of 23 uuuuolylI CIIVCIVpV IU. C.7G14r4!-ID-CCJ0Cy/400J/ must purchase "extended reporting" coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to CITY for review. 5. These requirements shall survive expiration or termination of the Agreement. PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received by CITY's Risk Manager within a reasonable time after execution of this agreement. All non - ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, GRANTEE shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of GRANTEE shall also be required to provide all documents noted herein. SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be performed under this Agreement, GRANTEE shall be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry and shall indemnify CITY and STATE if failure to comply with this provision results in damages to the CITY or the GRANTEE. Page 23 of 23 Liuuuotyi mivt:iuyI IU. cv/-i,+r4/-I4Gl+-4L1Cr-OD I D-MMUOF-S/1FOOJ/ EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST YES* NO 1 Are you currently in litigation with the City of Fresno or any of ❑ its agents? 2 Do you represent any firm, organization, or person who is in ❑ xx i litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who I ❑ [ � do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with ❑ 0 the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee ❑ x❑ who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in ❑ ❑x connection with this Project? * If the answer to any question is yes, please explain in full below. Explanation: n/a L Additional page(s) attached. ��59d•925v92i59eti —. Signature 10/28/2022 Date Cassandra D. Little, Ph.D (Name) Fresno Metro Black chamber chamber (Company) 1600 Fulton Street #115 (Address) Fresno, CA 93721 (City, State Zip)